Note: This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Corporate Governance Report
Last Update: December 22, 2021
Asahi Broadcasting Group Holdings Corporation
Susumu Okinaka, Representative Director and President
Contact: +81-6-6458-5321
Securities Code: 9405
https://corp.asahi.co.jp/en/index.html

The corporate governance of Asahi Broadcasting Group Holdings Corporation (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other
Basic Information

1. Basic Views Updated
The Company’s basic views on corporate governance are as follows:(1) The Group, as a corporate group with broadcasting business as its core, firmly recognizes the highly
public nature of broadcasting and its own social responsibilities, strictly complies with the Broadcast
Act and other relevant regulations, and contributes to the development of society and culture guided by
the Group Business Philosophy.
(2) The Group builds good relationships with a diverse range of stakeholders, including shareholders,viewers, listeners, advertisers, business partners, employees and local communities, and strives for bothsustainable growth and improved corporate value to meet their expectations. This is prefaced on
maintaining a management base capable of sustaining under all circumstances information
dissemination through broadcasting that preserves and develops the daily lives of residents, as a media
organization with a mandate to utilize the broadcasting spectrum, a public asset, in an effective manner.
(3) As an institutional design for corporate governance, the Company has chosen an Audit andSupervisory Committee-based framework. The Company has devised a structure whereby the role of
the Board of Directors is to promote sustainable corporate growth and the increase of corporate value,
while independent outside directors and Audit and Supervisory Committee conduct monitoring andaudits essential to highly effective management.
(4) The Company has made the following commitments to ensure robust corporate governance:
1. Ensure the rights and equality of shareholders
2. Encourage active information disclosure and dialogue with shareholders and investors
3. Sustainability initiatives
4. Strengthen the functions of directors, etc.
5. Establish and effectively operate an internal control system-1-(5) To enact the aforementioned commitments, the Company, via the Board of Directors, has defined
the “Corporate Governance Policy,” and updates the content of the policy as necessary.
[Reasons for Non-compliance with the Principles of the Corporate Governance Code] Updated

Principle 4.11 Preconditions for Board and Kansayaku Board (Audit and Supervisory Board)
EffectivenessSupplementary Principle 4.11.1
The Company nominates candidates for directors irrespective of their gender, career history or age
based on the nominations policy prescribed by the Company. However, because the Company is acertified broadcasting holding company, it is unable to appoint directors who are foreign nationals. In
addition, the Company appoints persons with the appropriate experience and capabilities and thenecessary knowledge concerning finance, accounting and law as directors who are Audit andSupervisory Committee members, with a composition that ensures diversity. The Company willcontinue to consider initiatives to ensure diversity in aspects such as gender and age. The Company
plans to disclose the so-called skills matrix, which lists the knowledge, experience and abilities of eachdirector in accordance with the skills considered necessary on the Board of Directors to deal with thebusiness environment, business characteristics and other matters in the convocation notice for the next
ordinary general meeting of shareholders. The Company’s independent outside directors have business
management experience at other companies.
The code required in choosing the Prime Market will be addressed in the report to be submitted in June
2022.
[Disclosure Based on the Principles of the Corporate Governance Code] Updated

The Company publishes its corporate governance policy based on the principles of the Corporate
Governance Code as the “Asahi Broadcasting Group Holdings Corporate Governance Policy”(hereinafter “CG Policy”) on the Company’s website(https://corp.asahi.co.jp/en/ir/governance/policy.html).
Matters that should be disclosed under the Corporate Governance Code are as follows.
Principle 1.4 Cross-shareholdings
Please refer to Article 8 (Ownership of Shares in Other Companies) of the CG Policy.
Please refer to Article 6-4 (Cross-shareholders) in relation to Supplementary Principle 1.4.1 and to
Article 7 (Policy Regarding Transactions Between Related Parties, etc.) in relation to Supplementary
Principle 1.4.2.
Principle 1.7 Related Party Transactions
Please refer to Article 7 (Policy Regarding Transactions Between Related Parties, etc.) of the CG-2-

Policy.
Principle 2.4 Ensuring Diversity, Including Active Participation of Women
Supplementary Principle 2.4.1
Please refer to 4 (Promoting Diversity) under Article 13 (Sustainability Management) of the CG
Policy. In addition, please refer to page 35 of the Corporate Report (Integrated Report) 2021
“Initiatives for promoting diversity of human resources and creating diverse, creative humanresources” (https://corp.asahi.co.jp/ja/company/report.html).
The Company formulated the ABC Group Human Resources Development Policy on November
8, 2021.
□ ABC Group Human Resources Development Policy (Summary)
Human resources capable of responding to change are necessary for self-innovation of existing
businesses and to foster the development of new businesses in order to achieve sustainable growth ofthe entire Group. The required capabilities are leadership, management ability and innovative thinking.
To foster such capabilities, we not only provide leadership development and other training, but also
provide training with external parties and conduct external dispatch of our employees. In addition, theCompany will promote training assignments and selective personnel promotions that span divisions
within each Group company as well as personnel interchange (interactions) inside and outside theGroup.
Principle 2.6 Roles of Corporate Pension Funds as Asset Owners
Please refer to Article 11 (Performing the Role of Asset Owner) of the CG Policy.
Principle 3.1 Full Disclosure (i)Please refer to Article 1 (Business Philosophy) and Article 2 (Business Plan) of the CG Policy.
Principle 3.1 Full Disclosure (ii)
Please refer to the “1. Basic Views” under “I. Basic Views on Corporate Governance, Capital Structure,
Corporate Profile and Other Basic Information” at the beginning of this report and the full text of the
CG Policy.
Principle 3.1 Full Disclosure (iii)
Please refer to Article 22 (Remuneration Policy) of the CG Policy.
Principle 3.1 Full Disclosure (iv)
Please refer to Article 14 (Appointment and Dismissal of Directors), Article 15 (Appointment of Audit
and Supervisory Committee Members) and Article 20 (Appointment and Dismissal of Chief Executive
Officer and Grooming of a Successor) of the CG Policy.

-3-

Principle 3.1 Full Disclosure (v)Please refer to Article 18 (Disclosure of Reasons for Selection of Director Candidates and Dismissal of
Directors) of the CG Policy.
Supplementary Principle 3.1.2
Please refer to 4. (Method of Information Disclosure and Public Release) under Article 9(Information Disclosure and Public Release) of the CG Policy.
At present, key disclosure documents and convocation notices for general meetings of shareholders, etc.
are disclosed in English. The Company will broaden the scope of information disclosed and provided in
English in the future in light of the ratio of foreign shareholders.
Supplementary Principle 3.1.3
1. Initiatives on sustainability
Please refer to Article 12 (Response to Sustainability Issues) and Article 13 (Sustainability
Management) of the CG Policy.
2. Investment in human capital
In order for the overall Group to grow amid the rapidly changing business environment and increasing
uncertainty in society, the Company set four priority targets in the Medium-term Management Strategy“NEW HOPE,” with advancements being made in one of those targets, “Strengthen and diversify humanresources throughout the Group.” Please refer to “Strengthen and diversify human resources throughout theGroup” on pages 34 and 35 of the Corporate Report (Integrated Report) 2021 (Japanese only) for details of
the specific initiatives. (https://corp.asahi.co.jp/ja/company/report.html)
3. Investment in intellectual property
The content of Asahi Television Broadcasting’s programs, etc., which are the core of the Asahi
Broadcasting Group and each Group company’s content are intellectual property in which we areinvesting aggressively.
Principle 4.1 Roles and Responsibilities of the Board (1)Supplementary Principle 4.1.1
Please refer to Article 23 (Authority and Role of the Board of Directors) of the CG Policy.
Principle 4.9 Independence Standards and Qualification for Independent Outside Directors
Please refer to Article 17 (Independence Standards) of the CG Policy and the details in this report under[Independent Officers] within “1. Organizational Composition and Operation” of “II. Business
Management Organization and Other Corporate Governance Systems regarding Decision-making,Execution of Business, and Oversight in Management.”
Principle 4.10 Use of Optional Approach
Supplementary Principle 4.10.1
Please refer to Article 24 (Establishment of the Nomination and Compensation Committee) of the CG-4-

Policy. The Company will further consider and disclose its basic views on the independence of thecommittee’s composition, its authority and role, etc.
Principle 4.11 Preconditions for Board and Kansayaku Board EffectivenessSupplementary Principle 4.11.2
Please refer to Article 19 (Policy Regarding Concurrent Positions) of the CG Policy.
Concurrent positions as officers of other listed companies by the Company’s directors are as
follows.
Keiji Kameyama
Member of the Board of TV Asahi Holdings Corporation
Takehiro Honjo
Chairman and Director of Osaka Gas Co., Ltd.
Michio Yoneda
Outside Corporate Auditor of Sumitomo Chemical Co., Ltd.
Outside Director of Toyo Tire Corporation
Misako Fujioka
Representative Director, Chairman of FUSO CHEMICAL CO., LTD.
Principle 4.11 Preconditions for Board and Kansayaku Board EffectivenessSupplementary Principle 4.11.3
Please refer to Article 26 (Evaluating Board of Directors Effectiveness) of the CG Policy. The
results of the self-assessment of the Board of Directors for FY2020 indicates that it is generally
operating appropriately. Furthermore, to improve the effectiveness of the Board of Directors, theCompany will work to keep the materials for agenda items concise and easy to understand.
Materials will also be provided and updated in a prompt manner and include the points of internal
discussion. In addition, the Company will provide regular opportunities for discussion on the
management strategy and business plan, and further promote the sharing of information and exchangeof opinions with outside directors.
Principle 4.14 Director and Kansayaku (Audit and Supervisory Board Member) Training
Supplementary Principle 4.14.2
Please refer to Article 28 (Training for Directors) of the CG Policy.
Principle 5.1 Policy for Constructive Dialogue with Shareholders
Please refer to Article 10 (Dialogue with Shareholders and Investors) of the CG Policy.
-5-

2. Capital Structure
Foreign Shareholding Ratio

Less than 10%[Status of Major Shareholders] Updated
Number of
Shares Owned
6,224,900

Name / Company Name
The Asahi Shimbun Company

Percentage (%)
15.15

TV Asahi Holdings Corporation

3,877,600

9.44

Kosetsu Museum of Art Public-interest

2,930,000

7.13

1,639,300

3.99

Teikyo University

1,571,000

3.82

Asahishimbun Credit Cooperative

1,500,000

3.65

Osaka Gas Co., Ltd.

1,065,000

2.59

Nippon Life Insurance Company

1,005,200

2.45

Kintetsu Bus co., ltd.

800,000

1.95

Takenaka Corporation

776,600

1.89

Incorporated Foundation
The Master Trust Bank of Japan, Ltd. (Trust
Account)

Controlling Shareholder (except for Parent
Company)
Parent Company

None

Supplementary Explanation-

3. Corporate Attributes
Listed Stock Market and Market Section

Tokyo Stock Exchange, First Section

Fiscal Year-End

MarchType of BusinessInformation & Communication

Number of Employees (consolidated) as of the
End of the Previous Fiscal YearSales (consolidated) as of the End of thePrevious Fiscal Year
Number of Consolidated Subsidiaries as of the
End of the Previous Fiscal Year

More than 1000
From ¥10.0 billion to less than ¥100.0 billion
From 10 to less than 50-6-4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder-

5. Other Special Circumstances which may have Material Impact on Corporate Governance
The Company has a listed subsidiary DLE, Inc. (“DLE”)
The Company has set the “Asahi Broadcasting Group Companies Management and Administration
Regulations” and defined rules concerning the sharing of information and reporting of business
operations within the Group; in parallel, under “Group Companies Management and Administration
Regulations” formulated by subsidiaries, subsidiaries are obligated to report their important
information to the Company. However, these regulations do not apply to DLE and its subsidiaries. By
executing an individual governance agreement, the independence of decision-making as a listedcompany is maintained without being detrimental to DLE’s minority shareholders and management isconducted in a way that maintains and improves the corporate value of both the parent and subsidiary.
In addition, when becoming a subsidiary in May 2019, DLE was designated as a securities on alert, but
this designation was removed in February 2020 through the efforts to strengthen governance bybuilding internal controls systems with personnel support from the Company. The Company also
believes that the removal of the designation has led to the benefits of minority shareholders.
DLE transitioned to a company with Audit and Supervisory Committee in June 2021. The Company
will continue to provide support to DLE so that its control systems can be maintained and function
autonomously.

-7-II. Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Company with Audit and Supervisory Committee

Organization Form
[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation
Term of Office Stipulated in Articles ofIncorporation20
1 yearChairperson of the Board

President

Number of Directors

12

Appointment of Outside Directors

Appointed

Number of Outside Directors

6

Number of Independent Officers out of Outside
Directors

4

Outside Directors’ Relationship with the Company (1)NameAttribute

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

Takeshi Kobayashi
From another company○
Keiji Kameyama
From another company○
Misako Fujioka
From another company
Michio Yoneda
From another company△
Akihiro Kuroda
From another company△
Takehiro Honjo
From another company○* Categories for “Relationship with the Company”* ”○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past
* “●” when a close relative of the director presently falls or has recently fallen under the category;“▲”when a close relative of the director fell under the category in the pastk○a. Executive of the Company or its subsidiaries
b. Non-executive director or executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the listed company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the Company besides compensation as a director/Audit and Supervisory Committee
memberg. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f)(the director himself/herself only)-8-

i. Executive of a company, between which and the Company outside directors/Audit and Supervisory
Committee members are mutually appointed (the director himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the director
himself/herself only)
k. Others

Outside Directors’ Relationship with the Company (2)Name

Audit andSupervisory
Committee
MemberDesignationas
Independent
Officer

Supplementary
Explanation of
the Relationship
Mr. Takeshi Kobayashi
is an Executive
Director of The Asahi
Shimbun Company,
which is a major
shareholder of theCompany. The
Company is an equitymethod affiliate of The
Asahi Shimbun
Company. The Asahi
Shimbun Company
and the Company also
have a businessalliance.

Takeshi Kobayashi

Mr. Keiji Kameyama
is an Executive
Director of TV Asahi
Holdings Corporation
and Representative
Director of its
subsidiary TV Asahi
Corporation. TV Asahi
Corporation conducts
broadcasting
operations as a key
station in the sameaffiliate network as theCompany’s subsidiary,and it is a specified
associated service
provider (major
business partner) of
the Company’s

Keiji Kameyama-9-

Reasons of Appointment
Mr. Takeshi Kobayashi
has detailed
understanding of themedia sector as amanager of a media
organization, which is thesame as the Company’s
subsidiary. Based on thisbackground, theCompany believes he iscapable of conducting
appropriate oversight andsupervision duties as wellas providing effective
advice and input withrespect to business
management andcorporate governance,
including from thestandpoint of public
service and broadcasting
ethics. The Company
therefore has appointed
him as Outside Director.
Mr. Keiji Kameyama has
extensive experience as amanager in the TV Sales
Division and
Programming Division of
the same TV broadcastingorganization as theCompany’ subsidiary, as
well as detailed
understanding of thebroadcasting sector.
Based on thisbackground, theCompany believes he iscapable of conducting
appropriate oversight andsupervision duties as wellas providing effective
advice and input with

subsidiary. In addition,
Mr. Shinya Yamamoto,
Representative
Director of theCompany, is an
Outside Member of theBoard of TV Asahi
Corporation. TV Asahi
Corporation and theCompany haveappointed outside
directors to theirrespective boards
under a reciprocalarrangement.
Ms. Misako Fujioka is
Representative
Director of Teikoku
Seiyaku Co., Ltd. and
FUSO CHEMICAL
CO., LTD. and there
are no transactions
between the Company
and both thesecompanies.

Misako Fujioka

Michio Yoneda

○

○

○

Mr. Michio Yoneda
has previously servedin positions including
Representative
Director as well as○- 10 -

respect to business
management andcorporate governance,
including from thestandpoint of public
service and broadcasting
ethics. The Company
therefore has appointed
him as Outside Director.

Ms. Misako Fujioka has
extensive experience ofmanagement developed
over many years as abusiness executive of apharmaceuticalmanufacturer and highlevel of insight regarding
compliance and workstyle reform. Based on
this background, theCompany believes she iscapable of appropriately
auditing the duties of theCompany’s officers andemployees and providing
effective advice and input
with respect to theCompany’s business
management andcorporate governance.
The Company therefore
has appointed her as
Outside Director who is
an Audit and Supervisory
Committee member. She
also satisfies theCompany’s“Independence Standards
for Outside Directors.”
Consequently, theCompany has noconcerns about conflict ofinterest with ordinary
shareholders anddesignates her as an
Independent Officer.
Mr. Michio Yoneda hasserved in positions
including president andrepresentative director ofstock exchanges. BasedDirector andRepresentative
Executive Officer of
Osaka Securities
Exchange Co., Ltd.
and Japan ExchangeGroup, Inc., but he iscurrently not involvedin business execution.
The Company pays
annual listing fees toTokyo Stock
Exchange, Inc., but theamount paid by theCompany in the mostrecent fiscal year
(period ended March
31, 2021) is
insignificant.

Akihiro Kuroda○

Mr. Akihiro Kuroda ispart-time Chairman of
KOKUYO Co., Ltd.
and there are business
transactions related tothe purchase of officeequipment andstationery by theCompany fromKOKUYO Co., Ltd.,but the amount paid by
the Company in themost recent fiscal year
(period ended March
31, 2021) is
insignificant.

○- 11 -

on his extensive
management experiencedeveloped in these
positions and his highlevel of insight regarding
compliance and stock
markets, the Company
believes he is capable ofconducting appropriate
oversight and supervisionduties as well as
providing effective
advice and input withrespect to business
management andcorporate governance.
The Company therefore
has appointed him as
Outside Director who is
an Audit and Supervisory
Committee member. He
also satisfies theCompany’s“Independence Standards
for Outside Directors.”
Consequently, theCompany has noconcerns about conflict ofinterest with ordinary
shareholders anddesignates him as an
Independent Officer.
Mr. Akihiro Kuroda has
extensive knowledge ofmanagement andcompliance developed
over many years ofexperience as a businessexecutive of a major
Osaka-based
manufacturer ofstationery and officeequipment. Based on thisbackground, theCompany believes he iscapable of conducting
appropriate oversight andsupervision duties as wellas providing effective
advice and input withrespect to business
management andcorporate governance.
The Company therefore
has appointed him as
Outside Director who is
an Audit and Supervisory

Committee member. He
also satisfies theCompany’s“Independence Standards
for Outside Directors.”
Consequently, theCompany has noconcerns about conflict ofinterest with ordinary
shareholders anddesignates him as an
Independent Officer.
Mr. Takehiro Honjo has
experience as a businessexecutive of an energy
supply company based in
the Kansai region. Basedon this background, theCompany believes he iscapable of conducting
appropriate oversight andsupervision duties as wellas providing effective
advice and input withrespect to business
management andcorporate governance,
including from thestandpoint of public
service and regional
contribution. The
Company therefore has
appointed him as Outside
Director. He also satisfies
the Company’s“Independence Standards
for Outside Directors.”
Consequently, theCompany has noconcerns about conflict ofinterest with ordinary
shareholders anddesignates him as an
Independent Officer.

Mr. Takehiro Honjo is
Director of Osaka Gas
Co., Ltd., and theCompany pays fees
related to gas
consumption to Osaka
Gas Co., Ltd., but theamount paid by theCompany in the mostrecent fiscal year
(period ended March
31, 2021) is
insignificant.

Takehiro Honjo○[Audit and Supervisory Committee]
Committee’s Composition and Attributes of Chairperson

Audit andSupervisory
Committee

All Committee
Members

Full-timeMembers

Internal
Directors

OutsideDirectors

Chairperson

5

2

2

3

Internal Director- 12 -

Appointment of Directors and/or Employees
to Support the Audit and Supervisory
Committee

Appointed

Matters Related to the Independence of Such Directors and/or Employees from Executive Directors

The Company has established an Audit and Supervisory Committee Office to assist the duties of Audit
and Supervisory Committee, and has formulated the “Regulations for Employees Assisting the Duties
of Audit and Supervisory Committee” to ensure the independence and efficacy of the office.
The Audit and Supervisory Committee Office consists of several individuals, including a dedicatedoffice director, with ample consideration given to experience, knowledge and capabilities in theappointment of employees.
Employees attached to the Audit and Supervisory Committee Office follow the directives and orders of
the Audit and Supervisory Committee. Transfers, performance reviews, and commendations or
sanctions of dedicated employees attached to the Audit and Supervisory Committee Office occur withprior approval of the Audit and Supervisory Committee. The Company’s directors and employees arecareful to avoid placing any undue constraints on the employees of the Audit and Supervisory
Committee Office that might hinder their independence.

Cooperation among Audit and Supervisory Committee, Independent Auditor and Internal Audit Division

The Audit and Supervisory Committee and the independent auditor hold regular briefings concerning
the Audit and Supervisory Committee’s audit plans and audit implementation and exchange opinions asnecessary if there are other proposals.
The Company has established an Internal Audit Office under the direct authority of the Representative
Director, and while the Internal Audit Office is in charge of the internal audit, the Audit andSupervisory Committee works in collaboration with the Internal Audit Office such as by receiving
reports from the Internal Audit Office concerning internal audit themes and the internal audit reports
reported to the President.
In addition, outside directors, including independent outside directors, and the General Manager of theInternal Audit Office attend the meeting where the external independent auditor presents the year-end
audit report, etc. to the Audit and Supervisory Committee, thereby ensuring cooperation.

- 13 -

[Voluntary Establishment of Nomination/Compensation Committee]
Voluntary Establishment of Committee(s)Corresponding to Nomination Committee or
EstablishedCompensation Committee
Status of Voluntary Establishment of Committee(s), Composition of Members, and Attributes of Chairperson

All Committee Members

Committee Corresponding toNomination Committee
Nomination and Compensation
Committee
5Committee Corresponding toCompensation Committee
Nomination and Compensation
Committee
5

Full-time Members

55Internal Directors

11Outside Directors

33Outside Experts

1

1

Other

0

0

Chairperson

Outside Director

Outside Director

Committee’s Name

Supplementary Explanation

The Company voluntarily establishes the Nomination and Compensation Committee as an advisory
body to the Board of Directors. The committee consists of a majority of independent outside directors,
which meets several times a year, and, with the involvement and advice of the outside directors, reports
its findings on the appointment and dismissal of the representative director and president, the successor
grooming plan and grooming status, director candidate proposals, and basic design for compensation
for directors, etc. Following its establishment in June 2019, the committee has met in August 2019,
January, May, August and November 2020, and January, February and May 2021, with all members inattendance.
[Independent Officers]
4

Number of Independent Officers
Matters relating to Independent Officers

The Company invites corporate managers with extensive experience in a variety of industries to beoutside directors based on them having adequate understanding of the Company’s business. The
Company defines its Independence Standards for Outside Directors as follows and designates outside
directors with adequate qualifications to be independent officers as independent officers.
<Independence Standards for Outside Directors>
Outside Directors for the Company deemed to be independent must not meet any of the criteria as
follows.
- 14 -

(1) Individuals, either currently or during the last 10 years, who are:(i) An executive director, executive and/or key employee of a company at which either an executive
director or key employee (*Note 2: same applies below) of the Group (*Note 1: same applies below) isposted as an officer(ii) A major shareholder owning 10% or more of the Company’s voting rights or an executive director,
executive and/or key employee thereof(iii) An executive director, executive and/or key employee of a company attempting to position theGroup as an important business partner (*Note 3), or of said company’s parent company or key
subsidiary(iv) An executive director, executive and/or key employee of a company that is an important business
partner of the Group (*Note 4), or of said company’s parent company or key subsidiary(v) A consultant, accounting specialist, and/or legal specialist receiving cash and other assets equivalent
to 10 million yen or more annually from the Group beyond compensation as a director (if the entity
receiving the stated assets is a corporation, union or other organization, then any individual belonging
to said organization)(vi) A director or key business executive of an organization receiving donations or assistance from theGroup of 10 million yen or more annually(vii) An executive director, executive and/or key employee of a company that is a member of the
television network affiliate group to which subsidiaries of the Company belongs.
(2) Individuals whose spouse or second-degree relatives currently are:(i) An executive director or key employee of the Company or its subsidiaries(ii) Individuals to whom any of the criteria stipulated in (1) (items (i) through (vii)) above apply.
(3) Any individuals for which there is a concern of permanent, actual conflicts of interests with theCompany’s general shareholders as a whole.
*Note 1: “The Group” shall mean the Company and those companies, from among the subsidiaries andaffiliates of the Company that are deemed to have a particularly important relationship with theCompany, as prescribed in the Group Company Management and Administration Regulations.
*Note 2: “Key employee” typically refers to rank of manager and above.
*Note 3: A “company attempting to position the Group as an important business partner” refers to any
company receiving 2% or more of its annual consolidated net sales from the Group in its most recent
business year.
*Note 4: A “company that is an important business partner of the Group” refers to any company
accounting for 2% or more of the Company’s annual consolidated net sales, or any company providing
financing to the Group totaling 2% or more of the Company’s consolidated total assets, for the mostrecent business year.

- 15 -

[Incentives]
Incentive Policies for Directors

Performance-linked Remuneration/Other

Supplementary Explanation

The Company pays bonuses to executive directors once annually in line with Group operating results
for the previous fiscal year, subject to the condition that the Group records positive consolidated
ordinary profit. In addition, performance-based compensation is paid based on qualitative elements
such as the business management capabilities, achievements and degree of contribution of each
executive director and on consolidated financial results forecasts with reference to the consolidated
budget.
In addition, to share the same interests with shareholders and provide medium- to long-term incentives,
the Company grants to executive directors restricted shares within a maximum amount of ¥80 million
per year and a maximum of 150,000 shares per year as monetary compensation claims, in addition to
the maximum amount of ¥500 million per year of monetary compensation claims, by resolution of theBoard of Directors; these shares cannot be sold during the directors’ tenure.
Recipients of Stock Options
Supplementary Explanation[Director Compensation]
Disclosure of Individual Directors’Compensation

No Individual Disclosure

Supplementary Explanation

Details of officer compensation is as follows.
1. Maximum amount of compensation
The maximum amount of compensation for directors (excluding directors who are Audit andSupervisory Committee members) approved by resolution of the 91st Ordinary General Meeting of
Shareholders held on June 21, 2018:¥500 million per year, of which compensation for outside directors is ¥50 million
The maximum amount of compensation for directors who are Audit and Supervisory Committee
members¥110 million per year, of which compensation for outside directors is ¥30 million
2. Compensation paid to directors (Fiscal year ended March 31, 2021)
Directors (excluding Audit and Supervisory Committee members and outside directors):
Total of ¥94 million for 7 members- 16 -

Directors (Audit and Supervisory Committee members. Excluding outside directors):
Total of ¥27 million for 3 members
Outside officers: Total of ¥36 million for 8 members
Policy on Determining Compensation Amounts
and Calculation Methods

Established

Disclosure of Policy on Determining Compensation Amounts and Calculation Methods

Concerning the compensation, etc. of directors (excluding directors who are Audit and Supervisory
Committee members), the Company has established compensation systems and levels commensuratewith their respective responsibilities, considering the need to secure and retain outstanding humanresources to respond to the mandate of shareholders and the need to provide incentives to improvebusiness performance.
The compensation of executive directors comprises annual compensation and bonuses. In addition tobasic compensation, position-based compensation and representative compensation, which are fixedcompensation, annual compensation consists of short-term performance-linked compensation as
performance-based compensation, each of which has its own calculation criteria. Basic compensationand position-based compensation consist of cash and stock-based compensation. Other compensationconsists of cash compensation only. Bonuses for executive directors are paid once annually in line withGroup operating results for the previous fiscal year, subject to the condition that the Group records
positive consolidated ordinary profit.
Basic compensation is set as monthly fixed compensation in light of quantitative elements such as
corporate performance, compensation of other companies in related industries, rate of increase of
employee salary and the number of years of continuous service, etc. and in reference to the amount ofannual salary of employees in the highest position. Position-based compensation is monthly fixedcompensation capped at 70% of the amount of basic compensation for each position. Representativecompensation is monthly fixed compensation capped at 20% of the amount of basic compensation for
Representative Directors. Performance-based compensation is set for each executive director and paid
monthly as short-term performance-linked compensation, capped at 70% of the amount of basic
compensation, and considers qualitative elements such as the business management capabilities,
achievements and degree of contribution of each executive director as well as corporate performance.
Group consolidated ordinary profit and consolidated net sales are selected as performance indices for
performance-linked compensation, etc. To strengthen the linkage between the compensation and the
medium- to long-term enhancement of corporate value, the Company has adopted restricted stockcompensation as non-cash compensation for executive directors, which is paid as part of basic
compensation and position-based compensation annually in July.
The Board of Directors resolves the basic design of compensation for executive directors following
consultation with the Nomination and Compensation Committee. The annual compensation, etc. for- 17 -

each executive director is determined by resolution of the Board of Directors’ meeting held after theconclusion of the Ordinary General Meeting of Shareholders each year, in line with the basic design,
including the resolution to delegate the decision to the Representative Director and President who
oversees the overall Company. The authority of the Representative Director and President subject tosuch resolution for delegation is for the amount of basic compensation for each director, and theevaluation and allocation of performance-based compensation and bonuses in light of the evaluationand performance of each director. For non-cash compensation (stock-based compensation), the Boardof Directors resolves the number of shares to be delivered to each individual director considering
reports from the Nomination and Compensation Committee.
Regarding compensation of outside directors, taking into account their independence from businessexecution, the Company has established compensation systems and levels that exclude elements
pegged to fluctuations in business performance.
Compensation for directors who are Audit and Supervisory Committee members consists solely ofannual compensation (fixed compensation). To attain fairness in the amount of compensation for each
Audit and Supervisory Committee member and ensure that auditing functions effectively, the amountof compensation is determined through discussion of the Audit and Supervisory Committee within the
maximum amount of compensation for directors who are Audit and Supervisory Committee members
approved by resolution at the general meeting of shareholders.
The amount of compensation, etc. is determined by resolution of the Board of Directors within the
maximum amount of compensation of directors approved by resolution at the general meeting ofshareholders.
At the Ordinary General Meeting of Shareholders held on June 29, 2005, the Company passed a
resolution to abolish its retirement benefit payment plan for officers. For reappointed directors andKansayaku (Audit and Supervisory Board Members) in office as of the same meeting, retirement
benefit payments were made upon their retirement for the period from the beginning of each of theirtenures to the conclusion of the meeting. There are currently no eligible persons.
[Supporting System for Outside Directors]

Materials on issues of substantial importance for the Board of Directors are distributed to outside
directors in advance, and executive directors provide to outside directors (and standing Audit andSupervisory Committee members provide to outside Audit and Supervisory Committee members)
explanation in advance, as necessary.

- 18 -

[Retired Representative Directors and Presidents, Etc.]
Information on retired Representative Directors and Presidents, etc. holding advisory positions (senioradvisors, advisors, etc.)
Date when

Employment terms
Name

Job title/
position

Responsibilities(Full/part time, with/withoutcompensation, etc.)

-

-

-

-

former roleTerm

as president,
etc. ended--

Number of retired Representative Directors andPresidents, etc. holding advisory positions-(senior advisors, advisors, etc.)
OthersThe Company and the Company’s subsidiary Asahi Television Broadcasting Corporation had a systemthat enabled the employment of persons who had been Representative Directors in senior advisor
positions by resolution of the Board of Directors, but this was abolished at the end of March 2020.

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Compensation
Decisions (Overview of Current Corporate Governance System)
The Company is a company with Audit and Supervisory Committee, and its business execution isconducted in accordance with resolutions of the Board of Directors or by the Board of Executive
Officers, comprised of executive directors, as well as other approval procedures.
The Board of Directors in principle meets once a month and the Board of Executive Officers meetsregularly every other week.
The Board of Directors comprises 12 directors, including one woman. This includes six (or one-half)
who are outside directors with extensive knowledge and experience as corporate managers.
The Audit and Supervisory Committee comprises two standing Audit and Supervisory Committee
members and three outside Audit and Supervisory Committee members, including one woman. All
outside Audit and Supervisory Committee members have considerable insight concerning finances andaccounting, and are currently or have previously worked as representative directors of major
companies, etc. Two standing Audit and Supervisory Committee members, who are well versed inoverall business execution, and outside Audit and Supervisory Committee members collaborate inadequately fulfilling their supervisory function over executive directors and executive officers, such as
by conducting effective audits based on audit standards prescribed by the Audit and Supervisory
Committee. Initiatives to strengthen the function of the Audit and Supervisory Committee are- 19 -

implemented such as by appointing a highly-independent dedicated officer director to the Audit andSupervisory Committee Office who, together with several office members, assists the Audit andSupervisory Committee in its duties and operations.
The Company has appointed Deloitte Touche Tohmatsu LLC as the independent auditor, which
mutually cooperates with the Audit and Supervisory Committee to undergo audits in accordance with
the Companies Act and Financial Instruments and Exchange Act and to ensure the appropriateness of
its accounts. The certified public accountants who were engaged in the audit were Takashi Okumura
and Tetsuya Chihara. The number of consecutive years of audit relating to the listed company is lessthan seven years and the assistants for the audit comprised seven certified public accountants, five
partly-qualified accountants and two others.
Under the Company’s corporate governance system, as noted above, the Audit and Supervisory
Committee oversees the execution of duties by directors, and to further ensure the trust of allshareholders and investors, the Board of Directors is a “board of directors comprised of mainly outside
directors.”
In 2019, the Company voluntarily established the Nomination and Compensation Committee, whichmeets multiple times each year. It receives advice from the Board of Directors and reports on issues
such as the appointment and dismissal of the Representative Director and President, the status ofplanning and grooming of a successor, proposed candidates for directors and executive officers, and thebasic design of compensation for directors and executive officers.

3. Reasons for Adoption of Current Corporate Governance System
As an institutional design for corporate governance, the Company has chosen an organizational
structure of a company with Audit and Supervisory Committee. The Company has devised a structure
whereby the role of the Board of Directors is to promote sustainable corporate growth and the increaseof corporate value, while independent outside directors and the Audit and Supervisory Committee
conduct monitoring and audits essential to highly effective management.
This type of system is believed to strengthen the supervisory function over executive directors andexecutive officers, maintain sound business management and transparency of decision-making, while
also stimulating the Board of Directors through the incorporation of outside opinions.

- 20 -

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting Rights
Supplementary Explanations
Early Notification of General
Shareholder Meeting

The Company issues the convocation notice earlier than the statutorily
required date, and discloses the notice on the Company’s website prior to its
dispatch. In respect of the 94th Ordinary General Meeting of Shareholders
in 2021, the notice was mailed on June 7 (Monday), one business day before
the statutorily required date, and posted on the inspection document sectionof the Tokyo Stock Exchange and on the Company’s website on May 27(Thursday).

Scheduling General
Shareholder Meetings
Avoiding the Peak Day

In recent years, with the exception of the General Meeting of Shareholders
held in June 2012, the meetings have been scheduled to avoid the primary
peak day.

Allowing Electronic Exerciseof Voting Rights
Providing Convocation Notice(Summary) in English

Electronic exercise of voting rights has been introduced since 2003.
Since 2016, the convocation notices for Ordinary General Meetings ofShareholders and reference materials have been produced in English,
disclosed on the Tokyo Stock Exchange and posted on the Company’s
website.

2. IR Activities
Supplementary Explanations
Preparation and Publication ofDisclosure Policy

Explanation byRepresentative

The Company formulated the IR and Information
Disclosure Policy in 2015, which concerns thesystems and initiatives to foster constructive
dialogue with shareholders and investors, and posts
this on the Company’s website.

Regular Investor Briefings forAnalysts and Institutional
Investors

The Company holds briefings for analysts andinstitutional investors twice a year. The
Representative Director and President and executive
officers provide detailed explanation of the financial
results, business, and the business plan.

Posting of IR Materials on
Website

The consolidated financial reports, securities reports(Japanese only), quarterly securities reports(Japanese only), extraordinary report (Japaneseonly), and timely disclosure materials, etc. are postedon the Company’s website.
- 21 -

Yes

Establishment of Department
and/or Manager in Charge ofIR

The Company has appointed an executive officer incharge of IR, and full-time staff in charge of IR
administration work under the Management Strategy
Division.

3. Measures to Ensure Due Respect for Stakeholders Updated
Supplementary Explanations
Stipulation of Internal Rules
for Respecting the Position of
Stakeholders

As a basic policy on IR activities, the Company recognizes all of its many
stakeholders, including shareholders and investors, the Group’s viewers,
listeners, advertisers, business partners, employees and local communities as
supporters of the Group and ABC fans. Along with its current status andoperating results, the Company conveys information on its management
policies and growth strategies in a fair, accurate and accessible manner andstrives to deepen understanding of the Group through robust communication
with its diverse base of stakeholders.

Implementation ofEnvironmental Protection
Activities, CSR Activities etc.

Given the extremely high expectations for corporate environmental
initiatives and considerations, we believe that corporate environmental
management is an indispensable part of our business. Therefore, theCompany has established the ABC Group Environmental Policy, which is
published on our corporate website(https://corp.asahi.co.jp/en/csr/environment.html). The following is an
overview of this policy.
(1) We will comply with laws and regulations on environmental
conservation, promote the effective use of sustainable energy, control ourenergy consumption, recycle and reduce our waste generation, and lighten
the environmental load caused by our Group's business activities.
(2) In order to pass on this irreplaceable global environment to our children
who will lead the coming generation, we will pose questions and raiseawareness about global environmental issues through Group-produced
programs and Group-held events.
(3) In response to the natural disasters that are occurring with greater
frequency as a result of changes in the global environment, we will convey
information in a timely, appropriate, and reliable manner and in a way that isuseful for disaster prevention and mitigation through broadcasting and othermedia.
(4) We will raise awareness of environmental issues among Group- 22 -

employees and work together with local communities in activities
contributing to conservation of the global environment.

We contribute to environmental protection through ongoing efforts topromote waste reduction and recycling, and the operation of a solar
power generation business at our radio transmitter station. We will also
promote activities to raise awareness about the conservation of naturalenvironment by hosting various events such as “Minna no Ki” (Trees forEveryone), an event that invites participants to get acquainted with natureand greenery.
The Group is involved in social contribution activities based on thefollowing details of the ABC Group CSR Policy to fulfill its social
responsibility as a company.
(1) Basic Policy
Through the ABC Group’s ever-evolving variety of content, we strive tocreate a happier and more enriched tomorrow.
(2) Slogan
For tomorrow’s adults—What we can do for children today toward a better society tomorrow(3) Action guidelines●For tomorrow’s adults
By fulfilling our responsibilities as a media outlet, we hand over a better
society to the children.
●For tomorrow’s lifestyles
By respecting the global environment and human activity, we relay
information on protecting lives and lifestyles.
●For tomorrow’s culture
By upholding the time-honored culture of the Kansai region, we help tofurther develop and enrich the local culture.

The Company joined the SDG Media Compact, in which the United
Nations calls for cooperation from the world’s news media.
Other

Since 2014, the Personnel Affairs Division of the Company has served as
the driving force behind our ongoing efforts to promote diversity, including
the advancement of women in the Group.
The Group believes that fostering a corporate culture where everyone canreach their fullest potential will lead naturally to an environment where
women can play an even more active part. With this in mind, we are- 23 -

creating a working environment where each person is respected andacknowledged irrespective of sex, age, nationality, religious preference, life
stage, disability or sexual orientation, striving for a company where thediverse capabilities of every member of the ABC family can shine through.

IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development Updated
1. Basic views on internal control systems
The Company recognizes that the development of internal control systems and their effective
operations are important management issues to enhance corporate governance. Therefore, while thesupervision of business execution by directors and executive officers by the Board of Directors is agiven, as a company with Audit and Supervisory Committee, the Audit and Supervisory Committee
has built and works to strengthen its management monitoring system for conducting audits of businessexecution by directors and executive officers. In addition, the Company is strengthening the internal
audit division while also aiming to develop risk management systems to support risk taking by senior
management.
2. Progress of internal control system development
The Company has developed internal control systems based on the following policy.
(1) System for ensuring execution of duties by directors/executive officers and employees of theCompany and its subsidiaries conforms to legal regulations and the articles of incorporation
1. Compliance・The Group has formulated the “Asahi Broadcasting Group Compliance Charter and Compliance Codeof Conduct” to conduct compliance management based on legal and regulatory compliance and social
consciousness.
・The Company has formulated the “Asahi Broadcasting Group Compliance Regulations” andestablished the Compliance Division under the executive officer responsible for compliance, enacting anecessary framework for enabling directors/executive officers and employees of the Company and its
subsidiaries to act in line with legal and regulatory compliance and in a socially ethical manner.
・The Company has established an internal reporting desk within the Compliance Division and outside
the company, offering consultations to and receiving reports from the directors/executive officers,
employees and other related individuals of the Company and its subsidiaries regarding possible
compliance violations.
・The Company has formulated rules regarding compliance reporting desks based on Japanʼs
Whistleblower Protection Act, defining the investigation of and responses to reported information. We
safeguard the confidentiality and prohibit the mistreatment of any individual who comes forward to- 24 -

report information.
・The Company’s Compliance Division periodically reports to the representative director and Board of
Directors on the operational status of systems pertaining to internal reporting.
・The Company and its subsidiaries have formulated “Regulations for Rejection of Antisocial Forces,”
prohibits the provision of any profit or accommodation to antisocial forces, and is steadfastly
committed to resisting any pressure from such forces.
2. Internal audits
・The Company has established an Internal Audit Office under the direct authority of the Representative
Director and President.
・The Company has formulated “Internal Audit Regulations” defining the basic parameters regarding
audits, including audit criteria and standards; audits examine the operational status of businessexecution, compliance systems, risk management and internal control systems of the Company and its
subsidiaries, and are conducted to confirm that overall operations are being conducted appropriately inlight of laws, regulations and the articles of incorporation.
・The Company’s Internal Audit Office confirms that its code of conduct, as an expression of theCompany’s corporate culture and climate, is respected in letter and spirit, and whether it is being
implemented.
・The Company’s Internal Audit Office prepares internal audit reports, which it reports to theRepresentative Director and President. The Representative Director and President makes improvements
and takes other necessary measures based on the internal audit reports, and reports actions taken to theBoard of Directors.
・The Company’s Internal Audit Office, as appropriate, reports to and coordinates with the Audit andSupervisory Committee on plans, outcomes and other areas regarding internal audits.
(2) System for preservation and management of information pertaining to execution of duties bydirectors
・The Company has formulated “Document Management Regulations,” and conducts the appropriate
preservation and management of documents pertaining to business execution by directors, including
the minutes of the Board of Directors.
(3) Regulations regarding management of risk of loss by the Company and its subsidiaries and othersystems
・The Company’s Compliance Division has formulated a risk management chart and “RiskManagement Manual” for the Company and its subsidiaries, as part of appropriate risk management
efforts. The Compliance Division has also formulated a “Crisis Management Flow Chart” to respond
appropriately when risks emerge.
・To respond to risks related to television programming, broadcasting accidents and other risks, the- 25 -

Group has established under Asahi Television Broadcasting Corporation’s Board of Executive
Directors a Broadcasting Problems Countermeasures Committee, Broadcasting Programs Examination
Committee and Broadcasting Accidents Countermeasures Committee along with a Group Risk
Management Countermeasures Committee at the Company to address risks facing the Group as awhole.
・The Group has formulated a “Business Continuity Plan” and “Disaster Readiness Manual,” andstrives to maintain broadcasting functions during times of disaster.
・The Company has established a Legal and Compliance Department under the Compliance Division,
devising a system that enables confirmation of legal risks accompanying business execution, while
receiving advice from attorneys.
(4) System to ensure efficient execution of duties by directors and others of the Company and its
subsidiaries
・The executive directors/executive officers of the Company and its subsidiaries realize appropriate andefficient business execution in accordance with the scopes of authority determined by their respective
Boards of Directors.
・The Company and its subsidiaries have formulated a medium-term management plan encompassing
the entire Group; directors/executive officers of the Company and its subsidiaries execute their duties
to achieve plan objectives.
・The Company, through the Board of Executive Officers (consisting of officers) and through various
committees, shares information pertaining to the Company and its subsidiaries and collaborates, andconducts appropriate and fast decision-making.
(5) System regarding reporting to the Company of matters related to execution of duties by directors
and others at its subsidiaries
・The Company has formulated “Asahi Broadcasting Group Companies Management andAdministration Regulations” and defined rules concerning the sharing and reporting of information andbusiness operations within the Group; in parallel, under “Group Companies Management andAdministration Regulations” formulated by subsidiaries, subsidiaries are obligated to report operating
results, financial position and other important information to the Company.
・The Company holds regular briefings with Group companies, and strives to share important
information regarding management.
(6) Matters regarding employees assisting the duties of Audit and Supervisory Committee
・The Company has established an Audit and Supervisory Committee Office to assist the duties of
Audit and Supervisory Committee, and has formulated the “Regulations for Employees Assisting theDuties of Audit and Supervisory Committee” to ensure the independence and efficacy of the office.
・The Audit and Supervisory Committee Office consists of several individuals, including a dedicated- 26 -

office director, with ample consideration given to experience, knowledge and capabilities in theselection of employees.
・Employees attached to the Audit and Supervisory Committee Office follow the directives and ordersof the Audit and Supervisory Committee.
・Transfers, performance reviews, and commendations or sanctions of dedicated employees attached to
the Audit and Supervisory Committee Office occur with prior approval of the Audit and Supervisory
Committee.
・The Company’s executive managing directors/executive officers and employees are careful to avoid
placing any undue constraints on the employees of the Audit and Supervisory Committee Office thatmight hinder their independence.
(7) System for reporting to the Audit and Supervisory Committee
・The general manager of the Company’s Compliance Division reports immediately to the Company’s
Audit and Supervisory Committee upon receipt of reports of matters that could materially impact theoperations or financial position of the Company and its subsidiaries, or reports of matters that could
constitute compliance violations.
・When requested by the Audit and Supervisory Committee to provide reports on matters pertaining
business execution, the directors/executive officers and employees of the Company and its subsidiaries
respond promptly to fulfill this reporting request.
・The Company’s Internal Audit Office and the Audit and Supervisory Board members of subsidiaries
meet periodically, and as needed, with the Company’s Audit and Supervisory Committee to report on
the status of internal audits, compliance, risk management and other relevant areas of the Company andits subsidiaries.
・The Company has formulated “Regulations Regarding Reporting to the Audit and Supervisory
Committee”; the Company strictly prohibits the taking of any negative actions against
directors/executive officers or employees of the Company and its subsidiaries who report to the Audit
and Supervisory Committee as a consequence of their decision to report, and disseminates awarenessof this policy throughout the Group.
(8) Other systems for ensuring effective performance of audits by the Audit and Supervisory
Committee
・The Company’s Audit and Supervisory Committee members attend meetings of the Company’s Boardof Directors, meetings of the Company’s Board of Executive Officers, and other important meetings,
and are able to access minutes, circulars for approval and other documents related to businessexecution from important meetings.
・Each year, the Company develops a set budget to cover expenses that arise from the execution ofduties by the Audit and Supervisory Committee.
・The Company bears the cost of covering temporary expenses that arise in the performance of audits- 27 -

by the Company’s Audit and Supervisory Committee, including for the hiring of attorneys, certified
public accountants and other external advisors, except in cases deemed unnecessary for the executionof the duties of the Audit and Supervisory Committee.

2. Basic Views on Eliminating Anti-Social Forces and Status of Its Development
The Company prescribes in its Compliance Charter and Compliance Code of Conduct that “it issteadfastly committed to resisting any pressure from antisocial groups or individuals and will never be
associated with any such groups or individuals” and has also established the Regulations for Rejectionof Antisocial Forces to ensure that officers and employees are thoroughly aware that they must notprovide any profit or accommodation to antisocial forces.
In addition, in the event of undue demands, such matters shall be dealt with by the Group Risk
Management Countermeasures Committee that is established under the Board of Executive Officers.
The Company has joined the Osaka Prefecture Corporate Defense Council (hereinafter “Corporate
Defense Council”). The person in charge of the General Affairs Department participates in training
sessions, etc. convened by the Corporate Defense Council, and exchanges information as necessary.

V. Other
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation-

2. Other Matters Concerning the Corporate Governance System
The status of internal systems pertaining to the Company’s timely disclosure of corporate information
is as follows.
1. Internal systems for collecting and managing corporate information
The Company’s management and administration organizations include the Board of Executive
Officers, comprised of the Board of Directors and executive officers. The Company has in place asystem in which facts determined at the Board of Directors and facts deliberated at and reported to theBoard of Executive Officers are, together with financial information, collected by the person in chargeof handling information.
In addition, to manage important information and to prevent illegal insider trading, the Company has
formulated internal regulations “Regulations on Insider Trading and Regulations Concerning- 28 -

Management of Important Information,” and works to make them thoroughly understood within the
Company under the jurisdiction of the person responsible for insider trading.
Important facts of actual events in the Company are collected by the General Affairs Division and theCompliance Division from the persons responsible at the relevant departments and reported to relevant
officers such as the President and the person in charge of handling information, etc.
Important facts of decisions made, facts of actual events and financial information pertaining to
subsidiaries are collected by the Company’s Management Strategy Division from the persons
responsible at each company and reported to relevant officers such as the Company’s President and theperson in charge of handling information, etc.
2. Internal systems concerning timely disclosure of corporate information
The information collected by the person in charge of handling information noted above is primarily
deliberated by the General Affairs Division and the Financial Affairs Division, the departments
responsible for disclosure, along with the Management Strategy Division and other relevant
departments according to the details of disclosure, and judgments are made on whether suchinformation should be subject to disclosure in accordance with the timely disclosure rules.
Prior confirmation is obtained from the Tokyo Stock Exchange depending on the details of disclosure.
Information that is disclosed through EDINET and the TDnet disclosure system is posted on the
Company’s website in consideration of investor convenience. In addition, inquiries from investors andrequests for materials from the media are handled by the person in charge of IR and the Public
Relations Department, etc.

- 29 -

[Schematic Diagram of the Corporate Governance System]- 30 -

[Overview of the Timely Disclosure System]<Information concerning facts of decisions made and financial results pertaining to the Company>
Operating officer(Representative
Director andPresident)

General Affairs
Department

Contact

Agenda items
scheduled for
Board resolution

General Affairs
Department

Confirm whether
disclosure isrequired according
to Securities Listing
Regulations

Confirm

GeneralManager of theGeneral Affairs
Division

Each Department
and Division
including the
Financial Affairs
Division

Prepare agenda
items scheduled
for Board
resolution

Financial Affairs
Division

Confirm whether
disclosure isrequiredReconcile theresults ofconfirmation

Present
proposals

Resolveproposals

Person in charge of handlinginformation (executive officer)

Confirm whether
disclosure isrequired according
to Securities Listing
Regulations

Audit andSupervisory
Committee

Board ofDirectors

Reporttheprogressandresults

DisclosureState opinion
pertaining towhether
disclosure isrequired

Determine whether
disclosure is required<Information concerning facts of decisions made of subsidiaries>
General Manager of
the General Affairs
Division

Operating officer(Representative
Director andPresident)

General Affairs
Department

Each subsidiary

ReportBoard resolution

Grasp facts ofdecisions madeConfirm

Group
Management
Department

Confirm whether
disclosure isrequired according
to Securities Listing
Regulations

Confirm whether
disclosure isrequiredReconcilethe results ofconfirmation

Report the
progressand results

General Manager ofthe Management
Strategy Division

Person in charge ofhandling
information(executive officer)

Group
Management
Department

Determine whether
disclosure isrequired

Confirm whether
disclosure isrequired according
to Securities Listing
Regulations- 31 -

Audit andSupervisory
Committee
State opinion
pertaining towhether
disclosure isrequired

Disclosure

<Information concerning facts of actual events pertaining to the Group>

Directors in charge

ReportGrasp facts ofactual events

Confirm whether
disclosure is required

ReportRelevant
Departments(Management
Strategy Division
for information ofsubsidiaries)

Operating officer(Representative
Director andPresident)

Compliance Division
Report the
progress andresults

Grasp facts of actual events
ReportPerson in charge ofhandling
information(executive officer)

ConfirmOccurrence of
emergency

General Affairs
Department

General Manager of theGeneral Affairs Division
Grasp factsof actual events

Confirm whether
disclosure isrequired according
to Securities Listing
Regulations

Determinewhether disclosure
is required- 32 -

Audit andSupervisory
Committee
DisclosureState opinion
pertaining towhether
disclosure isrequired